CLARA RESOURCES AUSTRALIA LTD — AGM Information 2011

Oct 23, 2011

==> picture [182 x 148] intentionally omitted <==

Notice of Annual General Meeting and Explanatory Memorandum

AusNiCo Limited ACN: 122 957 322

Date of Meeting: 24 November 2011

Time of Meeting: 2.00pm (Brisbane time)

Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD, 4000

==> picture [104 x 31] intentionally omitted <==

Notice is given that the next Annual General Meeting of Shareholders of Ausnico Ltd ACN 122 957 322 (Company) will be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane on Thursday 24 November 2011 at 2pm (Brisbane time).

Agenda

ORDINARY BUSINESS

1. Annual Financial Report

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements for the Company for the financial year ended 30 June 2011.

See Explanatory Statement below for further information.

2. Resolution 1 – Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

“That, the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors’ Report) is adopted.”

The vote on Resolution 1 is advisory only and does not bind the Directors of the Company.

Voting Restriction pursuant to Section 250R(4) of the Corporations Act

Terms used in this Notice of Meeting are defined in the Interpretation section of the accompanying Explanatory Memorandum.

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel (“KMP”) details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of a KMP.

However, a vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP, if:

• (a) the KMP or a Closely Related Party of a KMP does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

• (b) the vote is not cast on behalf of a member of the KMP details of whose remuneration are included in the Remuneration Report or a Closely Related Party of a KMP.

ASIC Relief

The Company has obtained relief from ASIC allowing the Chairman to vote undirected proxies on the conditions set out in the Explanatory Memorandum.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including Resolution 1.

Page | 1

==> picture [104 x 31] intentionally omitted <==

3. Resolution 2 ‐ Re‐Election of Nicholas Mather as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with Article 38.1(a) of the Company’s Constitution, Nicholas Mather, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐ election, be re‐elected as a Director of the Company.”

See Explanatory Statement below for further information.

4. Resolution 3 –Re‐Election of Ben Harrison as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with Article 36.2 of the Company’s Constitution, Ben Harrison, who retires in accordance with the Company’s Constitution and, being eligible for re‐election offers himself for re‐ election, be re‐elected as a Director of the Company.”

See Explanatory Statement below for further information.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

==> picture [172 x 33] intentionally omitted <==

Karl Schlobohm Company Secretary 20 October 2011

Page | 2

==> picture [104 x 31] intentionally omitted <==

Explanatory Memorandum

EXPLANATORY STATEMENT

This Explanatory Memorandum is provided to Shareholders of AusNiCo Ltd ACN 122 957 322 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street on Thursday 25 November 2011 at 2pm (Brisbane time).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of Resolutions 1 to 3 contained in the Notice of Meeting material.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

ORDINARY BUSINESS

1. Consider the Company’s 2011 Annual Report

The Corporations Act requires the Company’s Annual Report comprising the Directors’ Report, the Auditor’s Report, Directors’ Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements to be laid before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the Company’s Annual Report The Company’s 2011 Annual Report is placed before the Shareholders for discussion. No voting is required for this item.

Shareholders can obtain a copy of the Company’s 2011 Annual Report by sending a request to info@ausnico.com.au or by downloading a copy from the Company’s website: www.ausnico.com.au

2. Resolution 1 ‐ Remuneration Report

The Board has submitted its Remuneration Report (included in the 2011 Annual Report) to Shareholders for consideration and adoption by way of a non‐binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the 2011 Annual Report (see pages 10 to 13). The Report:

• explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

• details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

• A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

As a result of amendments to the Corporations Act which came into effect on 1 July 2011, members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution (Voting Restriction) put to Shareholders that the remuneration report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Page | 3

==> picture [104 x 31] intentionally omitted <==

The Voting Restriction does not apply where the Chairman or any other member of the Key Management Personnel is appointed in writing (by a shareholder who is not a member of the Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company. It is not clear in the amendments to the Corporations Act whether the Management Proxy will be able to vote where the proxy appointment does not give specific instructions on how to vote on a resolution to adopt the remuneration report. In order to resolve this, during 2011, the Federal Government proposes to amend the Corporations Act to make clear that a Chairperson is permitted to vote undirected proxies on remuneration report resolutions.

In order to ensure strict compliance with the relevant provisions of the Corporations Act in relation to the Voting Restriction, the Company has obtained from ASIC relief allowing the Chairman to vote undirected proxies. The relief applies to the casting of a vote of the Chairman in the following circumstances:

• (a) Mr Brian Moller or, in the alternative, Nicholas Mather has been elected, by either the directors or the members of the Company, to be the Chair of the AGM of the Company to be held on or about 24 November 2011 and at any adjournment or postponement of that meeting;

• (b) the Chair has been appointed proxy by a member of the Company who is not a person mentioned in paragraph (a) or (b) of subsection 250R(4) as the member’s proxy to attend and vote for the member at the meeting in relation to the resolution;

• (c) the appointment does not specify the way the Chair is to vote on the resolution;

• (d) the appointment expressly authorises the Chair to exercise the proxy in relation to the resolution even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company, which includes the chair;

• (e) the notice of the meeting and the proxy form which accompanies the notice of meeting contains a statement as to how the Chair, if appointed as the member’s proxy and the appointment does not specify the way the Chair is to vote on the resolution, intends to vote on the resolution; and

• (f) the proxy form which accompanies the notice of meeting is substantially in the form of the draft proxy form provided to ASIC on 17 October 2011.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including this Resolution 1.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors of the Company.

3. Resolution 2 – Re‐Election of Nicholas Mather as a Director

Mr Mather was originally appointed to the Board of Directors on 22 December 2006. In accordance with Article 38.1 of the Company’s Constitution, Mr Mather will retire at the Annual General Meeting, and in accordance with Article 38.6 of the Company’s Constitution, will stand for re‐election.

Mr Mather acts for many publicly listed resource companies and brings a wealth of experience and expertise to the board particularly in the in relation to the geological and strategic development of the Company’s overall project and commercial objectives.

Mr Mather is currently the Managing Director of D’Aguilar Gold Ltd, Non‐Executive Director of Solomon Gold Plc, Bow Energy Ltd, Navaho Gold Ltd and Mt Isa Metals Ltd.

The Directors (with Mr Mather abstaining) recommend that you vote in favour of this Ordinary Resolution.

Page | 4

==> picture [104 x 31] intentionally omitted <==

4. Resolution 3 –Re‐Election of Mr Ben Harrison as a Director

Mr Harrison was appointed to the Board of Directors on 16 November 2010. In accordance with Article 36.2 of the Company’s Constitution, Mr Harrison will retire at the Annual General Meeting, and will stand for re‐election.

Mr Harrison is an Executive Director with Bizzell Capital Partners. Prior to joining Bizzell Capital Partners he worked in the corporate finance team at a leading corporate advisory firm where he was involved in a number of high profile capital market and M&A transactions in the resources and industrial sectors. Prior to this Mr Harrison worked as an equities analyst specialising in the minerals and energy sectors.

Mr Harrison holds a Bachelor of Science, a Master of Applied Finance and Investment and is a member of the Financial Services Institute of Australasia. He is currently a Non‐Executive Director of Navaho Gold Ltd.

The Directors (with Mr Harrison abstaining) recommend that you vote in favour of this Ordinary Resolution.

Interpretation

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors of the Company.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member; or

• (b) a child of the member’s spouse; or

• (c) a dependant of the member or the member’s spouse; or

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purposes of this paragraph.

Company means AusNiCo Limited ACN 122 957 322.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Meeting means this meeting.

Notice means the notice of meeting which accompanies this Explanatory Memorandum.

Shareholder means a holder of ordinary Shares in the Company.

Shares means ordinary fully paid shares in the issued capital of the Company.

ENQUIRIES

Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary), at Level 5, 60 Edward Street Brisbane QLD 4000, or on (07) 3303‐0699.

Page | 5

==> picture [104 x 31] intentionally omitted <==

Notes

Entitlement to Vote

The Board has determined, in accordance with the Corporations Regulations 2001 that for the purposes of determining those Shareholders entitled to attend and vote at the Annual General Meeting of the Company, shall be those persons recorded in the register of Shareholders as at 7.00pm (Brisbane Time) on 22 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

How to Vote

You may vote by attending the Annual General Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by Proxy

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.

Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	To sign under Power of Attorney, you must have already lodged this document with the
	registry. If you have not previously lodged this document for notation, please attach a
	certified photocopy of the Power of Attorney to this form when you return it.
Companies:	Where the company has a sole director who is also the Sole Company Secretary, this form
	must be signed by that person. If the company (pursuant to section 204A of the
	Corporations Act 2001) does not have a Company Secretary, a sole director can also sign
	alone.
	Otherwise this form must be signed by a director jointly with either another Director or a
	Company Secretary.
	Please indicate the office held by signing in the appropriate place.

To vote by proxy, the proxy form provided with this notice (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not less than forty eight (48) hours before the scheduled time for the meeting. Any proxy form received after that time will not be valid for the scheduled meeting.

Completed proxies can be returned to the Company Secretary by either mail to Level 5, 60 Edward St, Brisbane, Queensland 4001; or facsimile to (07) 3303‐0681, or scanned and emailed to kschlobohm@ausnico.com.au

Page | 6

Appointment of Proxy

==> picture [150 x 42] intentionally omitted <==

I/We being Shareholder(s) of AusNiCo Limited (Company) hereby appoint:

the Chairman of the Meeting OR Write here the name of the person you (mark with an “X”) are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of AusNiCo Limited to be held at Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld on 24 November 2011 at 2.00pm (Brisbane time) and at any adjournment of that meeting.

IMPORTANT NOTE

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business . If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on Resolution One, that the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors’ Report) be adopted, even though the Item is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you do not wish to authorise the Chairman to vote in this way, you should direct your vote by marking the For, Against or Abstain box for Resolution One below.

==> picture [521 x 32] intentionally omitted <==

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request).

If you wish to appoint the proxy to exercise voting power over only some of your Shares, the number of Shares in respect of which this proxy is to operate is ……………….. Shares (Note: proxy will be over all Shares if left blank).

I/we direct my/our proxy to vote as indicated below:

Resolution For Against Abstain 1. Remuneration Report 2. Re‐election of Nicholas Mather as a Director 3. Re‐election of Ben Harrison as a Director Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Secretary Director Director/Company Secretary (if appointed) Contact Name Contact Daytime Telephone Date

Page | 1

==> picture [150 x 42] intentionally omitted <==

How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of Shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either security holder may sign.

Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 2.00pm on Tuesday 22 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or posting as follows:

Ausnico Ltd GPO Box 5261 Brisbane QLD 4001

Page | 2